General Mills, Inc. $599,709,000 3.000% Notes due 2051 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2021 • General Mills Inc • Grain mill products • New York
General Mills, Inc., a corporation organized under the laws of Delaware (the “Company”), has made offers to exchange certain of its outstanding 4.550% Notes due 2038, 5.400% Notes due 2040, 4.150% Notes due 2043 and 4.700% Notes due 2048 (collectively, the “Existing Notes”) for a new series of Notes due 2051 (the “New Notes”) and cash (such offers to exchange, collectively, the “Exchange Offer”). The New Notes will be issued upon the terms set forth in the offering memorandum, dated January 7, 2021 (the “Offering Memorandum”), prepared by the Company in connection with the Exchange Offer, for which the parties listed on Schedule I hereto (the “Lead Dealer Managers”), and any entity that executed the Joinder Agreement (as defined below) (the “Co-Dealer Managers” and, together with the Lead Dealer Managers, the “Dealer Managers”), have severally agreed to act as dealer managers pursuant to the Dealer Manager Agreement, dated as of January 7, 2021 (as supplemented by the joinder agreement
